0001144204-11-034810 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 9th, 2011 • Castle Brands Inc • Beverages

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 8, 2011, between Castle Brands Inc., a Florida corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 9th, 2011 • Castle Brands Inc • Beverages • Florida

This Securities Purchase Agreement (this “Agreement”) is dated as of June 8, 2011, between Castle Brands Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 9th, 2011 • Castle Brands Inc • Beverages • Florida

This Securities Purchase Agreement (this “Agreement”) is dated as of June 8, 2011, between Castle Brands Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

EXCHANGE AGREEMENT
Exchange Agreement • June 9th, 2011 • Castle Brands Inc • Beverages • Florida

This Exchange Agreement (this “Agreement”) is dated as of June 8, 2011, between Castle Brands Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT CASTLE BRANDS INC.
Securities Agreement • June 9th, 2011 • Castle Brands Inc • Beverages

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Castle Brands Inc., a Florida corporation (the “Corporation”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in ‎Section 2(b).

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